EXHIBIT 4.7
This Capital Security is a Global Security within the meaning of
the Declaration hereinafter referred to and is registered in the name of
The Depository Trust Company, a New York corporation ("DTC"), or a nominee
of DTC. Notwithstanding the provisions of Section 7.8 of the Declaration,
unless and until it is exchanged in whole or in part for Capital Securities
in definitive registered form, a Global Security representing all or a part
of the Capital Securities may not be transferred in the manner provided in
Section 7.8 of the Declaration except as a whole by DTC to a nominee of
DTC, or by a nominee of DTC to DTC or another nominee of DTC, or by DTC any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Every Capital Security delivered upon registration or transfer
of, or in exchange for, or in lieu of, this Global Security shall be a
Global Security subject to the foregoing, except in the limited
circumstances described in the Declaration.
Unless this Capital Security Certificate is presented by an
authorized representative of DTC to Old Kent Capital Trust I or its agent
for registration of transfer, exchange or payment, and any Capital Security
Certificate issued is registered in the name of Cede & Co. or such other
name is requested by an authorized representative of DTC (and any payment
hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
CERTIFICATE NO. ___ NUMBER OF CAPITAL SECURITIES: _______
CUSIP NO. ___________
CERTIFICATE EVIDENCING CAPITAL SECURITIES
OF
OLD KENT CAPITAL TRUST I
FLOATING RATE SUBORDINATED CAPITAL INCOME SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
OLD KENT CAPITAL TRUST I, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that Cede
& Co. (the "Holder") is the registered owner of _______ capital securities
of the Trust representing undivided beneficial ownership interests in the
assets of the Trust designated the Floating Rate Subordinated Capital
Income Securities (liquidation amount $1,000 per Capital Security) (the
"Capital Securities"). The Capital Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer as provided in the Declaration (as defined below). The
designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Capital Securities represented hereby are issued and
shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust, dated as of January 31, 1997
(as the same may be amended from time to time (the "Declaration"), among
Old Kent Financial Corporation, as Sponsor (the "Company"), Xxxxxx X.
Xxxxx, Xxxxxx X. Xxxxxx and Xxxx X. Xxxx, as Regular Trustees, Bankers
Trust Company, as Property Trustee, and Bankers Trust (Delaware), as
Delaware Trustee. Capitalized terms used herein but not defined shall have
the meaning given them in the Declaration. The Holder is entitled to the
benefits of the Guarantee to the extent described therein. The Sponsor
will provide a copy of the Declaration, the Guarantee and the Indenture to
a Holder without charge upon written request to the Sponsor at its
principal place of business.
Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.
By acceptance, the Holder agrees to treat, for U.S. federal
income tax purposes, the Debentures as indebtedness and the Capital
Securities as evidence of undivided indirect beneficial ownership interests
in the Debentures.
IN WITNESS WHEREOF, the Trust has executed this certificate this
____ day of __________, 1997.
OLD KENT CAPITAL TRUST I
By:_____________________________________
Name:
Title:
This is one of the Securities referred to in the within-mentioned
Declaration.
BANKERS TRUST COMPANY
By:_____________________________________
Authorized Officer
